Current Report Filing (8-k)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2015

BORGWARNER INC.

________________________________________________

(Exact name of registrant as specified in its charter)

Delaware		1-12162		13-3404508
State or other jurisdiction of		Commission File No.		(I.R.S. Employer
Incorporation or organization				Identification No.)

3850 Hamlin Road, Auburn Hills, Michigan		48326
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

---

Item 8.01    Other Events

On February 11, 2015, the Company's board of directors authorized a share repurchase of up to $1.0 billion of the Company's outstanding stock over the next three years.  The Company may suspend, modify or terminate this repurchase program at any time without prior notice. The Company issued a press release to announce the adoption of the stock repurchase program, attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits

(d)    Exhibits. The following exhibits are being filed as part of this Report.

Exhibit Number            Description                                

99.1                Press release dated February 12, 2015

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BORGWARNER INC.
Date:  February 12, 2015	By:	/s/ John J. Gasparovic
	Name:	John J. Gasparovic
	Its:	Secretary

---

EXHIBIT INDEX

Exhibit Number            Description                                

99.1                Press release dated February 12, 2015

 

		Immediate Release
		Contact
		Ken Lamb
		248.754.0884

BORGWARNER ANNOUNCES $1.0 BILLION SHARE REPURCHASE PROGRAM

Auburn Hills, Michigan, February 12, 2015 - BorgWarner today announced that its board of directors has authorized a share repurchase program of up to $1.0 billion of the company’s common stock over the next three years.

“This share repurchase program demonstrates confidence in the long-term growth of our business and a continued commitment to create and deliver value to our shareholders,” said James R. Verrier, President and Chief Executive Officer, BorgWarner.

The timing and amount of any share repurchases will be based on market conditions, share price and other factors. Repurchases may be made in the open market or in privately negotiated transactions. Repurchases under this program will be funded from one or a combination of existing cash balances, indebtedness and future free cash flow.

BorgWarner Inc. (NYSE: BWA) is a product leader in highly engineered components and systems for powertrains around the world. Operating manufacturing and technical facilities in 58 locations in 19 countries, the company delivers innovative powertrain solutions to improve fuel economy, reduce emissions and enhance performance. For more information, please visit borgwarner.com.

# # #